1. Structured Commodity Finance EBRD’s Experience and Potential Solutions for the Future EastAgri Conference Paris 11-12 Sep 2008

2. Presentation Structure EBRD’s Experience –WHR Programmes –Repo Structure in Russia –Other Potential Future Structures –Ownership based structures –Using commodity hedges –Limitations and risks Part 1 Part 2 Part 1 Part 2

3. Warehouse Receipts Principle –Commodity owner gets receipt against deposit of goods in silo / warehouse –Bank issues loan secured by warehouse receipt –Receipt value is guaranteed by certification of issuing warehouse and indemnity fund (“IF”) –Receipt must be enforceable without court order Part 1 Part 2

4. Working Systems… Warehouse Receipt Programs (“WHR”) –The WHR provides finance access to owners of grains or commodities. –The system was successfully implemented in 8 countries, with some teething problems. –The WHR system works without further EBRD funding needs in these countries. CountryWHR ProgramIssue BulgariaSince ’98, w IF*Tax Czech rep.Since 2000, no Indemnity Fund HungarySince ‘94, no IF KazakhstanSince ’01, w IF LithuaniaSince ’02, w IF PolandSince ‘03IF RomaniaSince ‘03Usage SlovakiaSince ‘98, no IF (*Indemnity Fund) Part 1 Part 2

5. … and Work in Progress CountryWHR ProgramIssue MoldovaLaw passed end 2005Implement RussiaPrivate RGU WHROut-of-Court SerbiaDraft Law UkraineWHR Since 2004Indemnity Fund –The WHR system needs crucial elements to work: out-of-court settlement procedure and indemnity fund (“IF”). –In Moldova and Serbia the law includes the creation of an IF. –In Ukraine a new law should be approved to create the IF. –The Russian grain traders are using a private WHR system as the law does not allow for out-of-court settlement. Part 1 Part 2

6. Repo Structure in Russia Basic Principles: –Repo provider (Bank) takes outright ownership of the commodity (no out-of-court settlement issue). –Fixed price sales contract is entered with same domestic commodity seller (Client). –Performance under sale contract is backed by off- take arrangement with reputable foreign trader. –Stocks are monitored by external agent. Bank Client Off-taker Commodity Purchase Commodity Sale Conditional Off-take Part 1 Part 2

7. Repo Debriefing What Can Go Wrong –System requires robust back-office system to monitor stocks and markets to assess potential value at risk. –Integrity of stocks and maintenance of their quality is crucial. –Performance risk of storage operators and off-takers is key element of structure. Part 1 Part 2 Examples –Net risk resulting from combination of forward sales, options and commodity swaps can be difficult to quantify. –Water in vegetable oil, foreign matter in bags or empty silo / warehouse. –Off-taker defaulting on falling market, backdoor sales or theft from silo / warehouse.

8. Structured Finance? EBRD Inventory Finance Experience –EBRD’s experience is mainly based on asset based working capital finance. –Repo or ownership based structures are also limited due to taxation costs and recovery rules. –Market price risk management is limited due to absence of liquid local or regional commodity exchange. Part 1 Part 2

9. Structured Finance Options Transfer of ownership based structures –Addresses some performance risks such as out- of-court ownership transfer and speed of liquidation of assets –Does not address market price risk, unless based on fixed price sale/off-take contract –Issues: Financial strength of ownership vehicle Stock monitoring Tax (especially VAT recovery) Part 1 Part 2

10. Commodity Exchange Structured Finance Solutions –Needs liquid local or regional exchange for specific commodity type –Exchange should be correlated to commodity market price Benefit –Addresses off-take performance risk –Access to finance for low capital clients Part 1 Part 2

11. Commodity Exchange Structured Finance Risks / Issues –Cost of hedging instrument (transaction fees and margin calls) –Need robust back-office to manage operations –Tax issues related to ownership based structures –Monitoring of stocks quality and quantity Part 1 Part 2

12. Using Commodity Hedge Total Return Swap (“TRS”) Parallel stock purchase and price swap –Interest based cost + hedging costs for client –Ownership vehicle and VAT recovery issues –Needs independent price reference only –TRS not off-balance sheet under IFRS –Swap ISDA obstacle to many potential users. Part 1 Part 2 Bank Client Commodity Purchase Bank Client Commodity Price Swap No repurchase obligation, swap settlement obligation only, based on resale price Floating price Fixed price

13. Using Commodity Exchange Cash & Carry Parallel stock purchase and exchange forward –Theoretically zero risk structure for the bank –Applicable only to exchange deliverable commodities –High transaction costs (exchange fees) –True off-balance sheet structure under IFRS (under certain conditions) –Ownership vehicle and VAT recovery issues. Part 1 Part 2

14. Limitations and Risks Commodity Exchange Liquidity –May have seasonal liquidity, risk when closing out positions –Limited liquidity may reduce correlation with physical commodity market Basis Risk –Potential basis risk of regional exchange for region with no free movement of goods –Lack of correlation with world market prices. Part 1 Part 2

15. Conclusions Structured finance opportunities can be developed without working exchanges, but with limitations. Exchanges offer additional solutions, but with limitations. Commodity finance tools must be considered in the context of each commodity, market and specific needs. Part 1 Part 2

16. Contacts Marc van Strydonck Senior Banker EBRD – Agribusiness Tel +44 20 7338 7790 E-mail strydonm@ebrd.comstrydonm@ebrd.com Gilles Mettetal Director EBRD – Agribusiness Tel +44 20 7338 7122 E-mail mettetag@ebrd.commettetag@ebrd.com